


The Amazing Spider-Max

by BrokenDreams



Category: Life Is Strange (Video Game), Spider-Man (Video Game 2018)
Genre: Alternate Universe, Alternate Universe - Superheroes/Superpowers, Childhood Friends, F/F, Romance, spider-man au
Language: English
Status: In-Progress
Published: 2018-12-19
Updated: 2018-12-20
Packaged: 2019-09-22 18:09:51
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 3,514
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17064596
Author URL: https://archiveofourown.org/users/BrokenDreams/pseuds/BrokenDreams
Summary: Alright, let’s do this one last time. My name is Max Caulfield. I was bitten by a radioactive spider, and for the past year I’ve been the one and only Spider-Woman. I was trained and mentored by the one and only Spider-Man. I saved a bunch of people, saved the city, saved the city again. And again. And again. Listen, I’m not what most might call a people-person, but I do what I can to save the people I love. Of course, New York isn’t my home. Not anymore. Arcadia Bay, a place I once put behind me in my life has suddenly reared its head one more time. A chance in a lifetime to go to school at the prestigious Blackwell Academy, on the other side of the country. I left so much behind, and now I must go back. My name is Max Caulfield. And I am the one and only Spider-Woman.





	1. Arcadia

**Author's Note:**

> Between Spider-Man Into the Spider-Verse and Spider-Man for PS4, I've been dying to write an LiS AU with Spider-Man elements. I know it's not the best, but I hope you all enjoy it. I had a lot of fun writing it, and hope to do more with it. What we have here is a semi-seasoned Spider-Woman, Max Caulfield. She'd been a superhero for a year already, before she returns to the bustling city known as Arcadia Bay.

_“Alright, let’s do this one last time. My name is Max Caulfield. I was bitten by a radioactive spider, and for the past year I’ve been the one and only Spider-Woman. I was trained and mentored by the one and only Spider-Man. I saved a bunch of people, saved the city, saved the city again. And again. And again. Listen, I’m not what most might call a people-person, but I do what I can to save the people I love. Of course, New York isn’t my home. Not anymore. Arcadia Bay, a place I once put behind me in my life has suddenly reared its head one more time. A chance in a lifetime to go to school at the prestigious Blackwell Academy, on the other side of the country. I left so much behind, and now I must go back. My name is Max Caulfield. And I am the one and only Spider-Woman.”_

* * *

 

Max sighed a little bit as she awoke from her sleep. It had been a long night of doing a whole lot of studying and homework. She never thought she would be where she was now, but she was content with it. Her dorm room was cozy enough and allowed her enough privacy as well. She stretched a little bit as she rolled out of bed, looking at herself in the mirror.

“Damn Caulfield, you look like a ghost.” Max mumbled to herself, as she let out a small yawn. “I need to get out more.”

Arcadia Bay had changed in the last five years since she had been there. What had been a small little coastal town had been redeveloped by the Prescott family into a much bigger city. Max wasn’t a big fan of all the new developments in the area, either. She had expected to move back to her hometown without much of a problem, and the whole thing was simply hard to get used to. She wasn’t fond of change, especially when it came to her hometown. Sure, New York was where everything started, but at the same time this was where home was. Where… Chloe was. Max sighed a little bit, she wanted to punch herself.

Chloe Price. Where to begin with her? She was Max’s best friend since they were little. Of course, that all ended when Max had to move away and Chloe’s father, William, died. Everything happened so quickly that their friendship didn’t survive much of the trip away. They sent texts every now and then, but that was it. Max had planned on meeting back up with Chloe when she arrived back in Arcadia Bay, but she hadn’t had the time between classes and her photography obsession.

That’s when her phone went off. The police scanner app installed in her phone was going nuts.

“All units, level three mobilization. Location: Merrick’s Firehouse.”

“Merrick?” Max looked down at the phone for a moment, before looking at the door leading out to the hallway of the dormitory. She looked back to her phone and sighed a little bit. She quickly dodged into her closet and grabbed out her Spider-Woman suit. While not the most tech savvy girl around, she had been mentored by the one and only Spider-Man, Peter Parker. He helped her get adjusted to her powers, along with making her gear. Of course, New York didn’t need two heroes, and maybe she could make a difference in Arcadia Bay. Suiting up, she attached her web shooters to her wrists. She would miss class, again, but sometimes this took precedence. Putting on her mask, she opened the window of her dorm room and zipped off into the air.

The sensation of flying through the air was something she would never get bored of. Even though she wasn’t Bird-Woman or anything like that, the sensation always got to her. It was the purest form of freedom. No one to tell her what to do, and no rules other than the golden one taught to her by Peter.

“With great power, comes great responsibility.”  Peter told her when she first got her powers. It was something she held onto, much like a security blanket. She was more than the average person, and she couldn’t let herself use her powers for personal gain. She had a responsibility with these powers.

As she made her way into the city proper, it became easier to swing around with her web shooters. She smiled a bit under her hood as she made a call with her mask’s coms.

“Hey Detective Madsen, did you take him down yet?” Spider-Woman asked, swinging by the police station. She could see the cop cars heading being dispatched out.

“Ugh, not yet Spider-Woman.”

That was the voice of her least favorite cop, David Madsen. He wasn’t the biggest fan of Spider-Woman, when she first showed up, but he became her liaison with the rest of the police force. The Arcadia Bay Police Department and Spider-Woman had an understanding. She would assist the police and let them know of her activities, and in return the police wouldn’t hunt her down for her vigilantism. It was the same deal she and Peter had back in New York.

“How have you not taken him out yet?”

“Warrant’s on route to Merrick’s place downtown. Seems like he’s been preparing for a fire fight with us.” Madsen replied, sounding annoyed at the prospect of having to work with the Spider-Woman.

“What do you mean?” Spider-Woman asked, raising an inquisitive eyebrow under her mask.

“Not a lot of movement going on inside the old firehouse he calls home. This one needs to go by the books Spider-Woman. Merrick has been a thorn in my side since I became a cop.” Madsen hated Merrick with all his being. Spider-Woman heard a little bit of his story before, but apparently Madsen’s step-kid used to be pretty well behaved until she fell in with Merrick’s crowd.

“Will do detective! I’ll do my best not to make a mess!” She turned off her coms as her onboard computer showed her the address of the old firehouse. She wasn’t too familiar with the area, so the onboard computer’s mapping system did a fantastic job helping her navigate the city.

Swinging around the city, she soon made her way to the firehouse. Around the block were police cars, all ready for a possible shootout with Merrick and his men. He was one of the biggest criminals in Arcadia Bay. Spider-Woman likened him to Arcadia’s version of Wilson Fisk, the Kingpin. Although he lacked the assets the rich Fisk had. She spotted Madsen, and quickly landed next to him, spooking him quite a bit.

“Could you not do that?!” He yelled, falling back toward his parked vehicle. Spider-Woman couldn’t help but chuckle a little.

“Sorry about that detective. Couldn’t help myself. Where’s that warrant?”

“It’s on its way, I told you that! Of course, you’d be here faster so don’t expect it to be here already!”

“So, what do you need me to do?”

“Things are quiet. Too quiet. I need you to do your thing and see what’s going on in there before the warrant arrives. If Merrick and his men are preparing for an escape or an attack. They won’t be getting out of this one without a fight. Can you do that much?” Madsen asked, pointing to the top of the building.

“Will do, detective. I’ll let you know what’s going on.” Spider-Woman aimed her hand at the roof of the firehouse and webbed herself up there. Madsen sighed a little.

“Why, of all places, did Spider-Woman have to come to Arcadia?” He sighed a little bit, before returning to the job at hand.

As Spider-Woman leaped to the roof, she found a vent and tore it open with the greatest of ease. She snuck into the ventilation system and navigated it, also, with great ease. She could hear talking going on in one of the rooms.

“You need me to get this out of here for you?” A voice asked. It belonged to a woman, Spider-Woman could tell that much.

“The police are already here. You do this, or else punk.” The other voice said. Max immediately recognized it. It belonged to Damon Merrick. She had only encountered him one other time, at the Old Mill during one of her first outings in Arcadia Bay with the police. He sounded incredibly serious and no nonsense. That's when she heard the first gunshots go off. She could hear Merrick exiting through a door, while the police engaged with the gang.

The gunshots were so loud, Spider-Woman almost let herself be revealed. That’s when her coms blasted on.

“Spider-Woman! Get Merrick! Go!” Madsen yelled, before going silent. Things were getting serious, which meant it was time for Spider-Woman to get to work. She kicked open one of the vents and jumped out. Several armed men were standing there, along with what appeared to be the girl talking earlier. She was wearing a hoodie, and it looked like she was trying to get out with the armed men.

“It’s her! It’s the Spider-Woman!” One of the men yelled, aiming his gun at Spider-Woman. Too easy. She leaped up onto the ceiling and began firing webbing at the two men. The first of the two, the one who had spoken, was immediately webbed up and stuck from moving. Hell fell onto the ground after losing his balance. Her Spider-Senses tingled a little, and she flipped off the ceiling onto the table in the middle of the room.

Another of the men attempted to fire his gun at Spider-Woman, only for his gun to be webbed up by the heroine.

She leaped forward, and kneed one of the armed men in the head, immediately downing him. The rest of the men were just as easily dispatched. They didn't even get a chance to fire their weapons at Spider-Woman, causing her to laugh as the rest of the men fell down to the ground, each covered in her webs. She dusted her hands a bit, stepping over the bodies of the men and looking over to the door.

“Don’t think I forgot about you!” Spider-Woman said, shooting a web at the girl, who was trying to flee the scene.

“Oh! God damnit” She yelled, trying to wiggle her way free out of the webbing. Spider-Woman zipped over to the other side of the room and put down the girl’s hoodie, revealing a girl with bright blue hair. She didn't look very happy.

“Now tell me exactly wha-…” Spider-Woman stopped in mid-sentence. She couldn’t believe her eyes, but it was definitely real.

“What? What the fuck do you want, Spider-Woman?” The girl asked, raising an eyebrow. "I don't fucking have time for this! I gotta go, like now!" She struggled a bit more, but couldn't break free of the webbing. But Spider-Woman was still silent. Her mind was racing at a million miles per minute, and what she did next couldn't help.

Spider-Woman quickly pulled off her mask. The two girls starred at each other for a moment, the blue haired girl's mind processing what was in front of her.

“Chloe?”

“Holy fuck… Max?”


	2. Tombstone

**Summary for the Chapter:**

> Max encounters an old friend, before she gets in a fight with Merrick himself.

**Notes for the Chapter:**

> Another chapter! I hope you all enjoy it! This time around Max will be fighting Merrick, who has a familiar substance up his sleeve. I hope this fic lives up to the expectations it's been receiving. Pricefield to come soon! Enjoy!

_“Alright, let’s do this one more time. My name is Peter Parker. I was bitten by a radioactive spider, and for the past ten years, I’ve been the one and only Spider-Man. Listen, when life throws something at you hard, you gotta buckle up and take it down. I’ve saved the city, again and again and again. When life gives you lemons? You gotta make lemonade, and that’s exactly what I did when I met Max Caulfield. Max was bitten by a radioactive spider and became the one and only Spider-Woman. And I’ll tell you, she learned fast.”_

* * *

“Holy fuck, Max? Y-y-you’re the Spide-!” Chloe began to say as a fingertip went up to her mouth and Max put her mask back on.

“Shush! Before someone hears you, loud mouth.” Spider-Woman said, slowly taking her finger off Chloe’s mouth. Chloe just slowly nodded. She was so taken aback that her old best friend suddenly dropped out of the sky, quite literally, in front of her. The punk had a million things, both negative and positive to say to her, but now she couldn’t find the words to say anything.

“What the hell are you doing here?”

“Isn’t it obvious? We’re here to bust Damon Merrick.”

“Pfft. You really think you can stop Damon? Even with the police, he’ll weasel his stupid ass out of this. He always does.”

“Well considering his men are opening fire on the police right now, I doubt he’ll be able to do that. Plus, he’s no Kingpin.”

“Pfft, of course you’d know some big shot like that, Spider-Woman.” Chloe said in an almost mocking way.

“Shut up, I’m serious! Now better question, what are you doing here? With Damon Merrick of all people?” Spider-Woman asked, leaving Chloe silent for a moment. Only the sound of men yelling, and gunshots could be heard. The police were mobilizing fast and entering the firehouse. “You can’t get caught here Chloe, the police will arrest you!”

“I know that much, stupid! I just… I made some bad decisions, okay? Some bad, fucking stupid decisions that I can’t get out from. And if I don’t do what Damon wants, there’s gonna be some terrible consequences.” Chloe explained, as she winced a bit from all the gunshots.

“What did Merrick give you?” Spider-Woman asked, looking into Chloe’s webbed up hands.

“Why does it matter? I’m just a stupid errand girl for him.” Chloe tried to play it off as nothing, but Spider-Woman could see right through her.

“Is that so? Well let me see it, then!” Spider-Woman twirled past Chloe and removed the item from Chloe’s hands. “A letter?”

“Yeah, a letter. Now give it back!” Chloe tried to reach out, but her webbing prevented her from doing anything.

“Chloe I can’t let you get involved with someone like this.” Spider-Woman said, examining the letter. It was addressed to someone by the name of Frank Bowers.

“What? Suddenly, you care? Since when?” Chloe looked incredibly pissed off.

“Can we not do this, right now, Chloe? I need to stop him before he gets out of here!” Spider-Woman crossed her arms a bit.

“Ugh, fine, Max. Whatever!”

“Good. Now go hide up on the roof or something, so the police don’t find you!” Spider-Woman yelled, as she headed out the door after freeing Chloe from her webs. The blunette sighed and nodded, heading away from all the action and off to the roof, where she would be safe. Normally she wouldn’t give a fuck what someone told her, but for some reason she felt compelled to do as Max said. Maybe their old friendship still had been hanging on by a thread. Chloe couldn’t be sure though, as she headed to the roof.

Spider-Woman headed out the halls and was met with more of Damon’s men. She easily took them down, before heading down the stairs into another hallway. Looking around, she saw the man himself in a lone room. He was alone and looked panicked. Spider-Woman smiled as she approached.

“Hey there, Merrick! Good to see ya again!”

Damon looked and fell back a little bit, obviously wanting to get out of this encounter. He aimed his weapon and yelled at her.

 “Say goodbye, Spider!” He yelled, firing a burst of bullets at the superheroine. She flipped out of the way and used her web shooter to steal the gun from him. Grabbing onto the gun, she removed the magazine and tossed them both to the side.

“Whoops, looks like that’s out of the park now.” Spider-Woman said, aiming her shooters at Merrick. “And you’re going straight to the police.”

“Like hell I am, Spider! I ain’t ever going back to that hellhole!” Damon yelled, pulling out an inhaler from his pocket and inhaling it. He groaned a little as his body began to contort a bit. His skin grew a sickly grey as he yelled and charged at Spider-Woman. She didn’t expect this, as she began to shoot her webbing at him.

Unfortunately, the moment the webbing touched him, he managed to break free of it. He threw a punch, connecting with her face. She quickly flew into a wall and groaned loudly in pain. It felt like a throw from Tombstone. She vaguely remembered Peter telling her a story about Tombstone preparing some sort of drug to give people his powers, but she never thought, in a million years, that it would end up in a place like Arcadia Bay.

Recovering as quickly as she could from the attack, she jumped forward and cracked her knuckles a bit.

“So, you wanna play hardball? Fine, we’ll play hardball!”

“You really think you can defeat me?! I’m more powerful than you’ll ever be, Spider-Freak!” Damon roared as he charged at Spider-Woman again. “Prison is hell! And I ain’t ever going back to it! I’ll kill you, and then I’ll kill all those police officers outside too!”

“No offense, but…” She dodged out of the way and stuck to the wall as she shot some webbing at the floor beneath him. “You’re just some drugged out Kingpin. Ever watch see that one movie?” Falling forward she kicked him in the head, feeling the hardness of his skin on her boots. It seemed like it would take quite a beating before this drug wore off. “Don’t get high on your own supply!”

Damon simply roared loudly as he threw another multitude of punches at Spider-Woman. Spider-Woman received a few more hits, but she took them in stride, as she returned the favor and continued to beat down on Damon. She knew all she had to do was out last him in combat before she could escape.

As the battle continued, Damon was getting worn out. He could feel himself losing the will to move forward. How could the Spider have this much energy to expend? Growling a little bit, he began to move forward. His eyes flashed brightly as he charged at Spider-Woman. He wasn’t going back to prison, he could assure her that much. He would rather die than go back, and this time around he was going to bring Spider-Woman with him.

He began to charge forward, grabbing Spider-Woman in his arms. Proceeding forward, he broke through the wall that led to the outside.

“See you in hell, Spider-Woman!”

“Yeah, I don’t think so. Stupid.” Spider-Woman said, as they began to fall toward the police cars and the cement. Aiming her shooters, she began to shoot webs out to create a soft landing. At the same time, the drug began to wear off Damon.

“There you go boss, one gang leader all wrapped up in time.” Spider-Woman said, sauntering up to Madsen.

“Ugh… I hate to say it, but I gotta give you credit Spider-Woman.” Madsen said, looking up at the webbed-up Damon. He looked so less threatening now that he was strung up like a fly in a web. “You did good work for once.”

“Gee thanks. I knew you loved me deep down. Also, I think you guys might wanna investigate this.” Spider-Woman removed the inhaler from earlier, while holding onto the letter that Chloe had given her. She didn’t want it to fall into the wrong hands just yet.

“What’s this?” Madsen asked, examining the inhaler.

“It’s a drug inhaler. Damon used it to gain superpowers. They’re similar to a criminal named Tombstone back in New York. Spider-Man told me, once, that he had stopped this from hitting the market, but now…”

“Not so sure, huh?” Madsen looked at the inhaler for a moment before putting it into an evidence baggy. “Yeah I’ll take a look into it. If it can give a criminal like Merrick the power to break through a brick wall… Well I don’t want that getting out into the public.”

“Neither do I.” Spider-Woman replied, looking back up towards Merrick. “And with that, I’ll leave the cleanup to you boys! I got some important spider-work to do!”

“Wait, Spider-Woman!” Madsen yelled, just as Spider-Woman zipped back to the roof of the firehouse, where Chloe was waiting. The blue-haired punk stared at her for a moment, just as Spider-Woman looked back at her as well.

“Let’s talk, Max.” Chloe said. “But first… I demand a ride out of here.” Spider-Woman sighed a bit and walked up to Chloe.

“Hold on tight then, things can get a bit fast, Chloe.” Spider-Woman said as Chloe held onto Spider-Woman’s waist. Underneath her mask, she blushed a little, before shooting her web onto the closest building and swinging away with Chloe in tow. The blue-haired girl was in for a rush that she could never relive as Spider-Woman carefully swung her way through the city. “So where are we going?”

“How about my house, Max?” Chloe said, as Spider-Woman changed her direction towards the suburbs. “You and I… have a lot to talk about!”


End file.
